General Terms and Conditions of Sale and Delivery of CAMPRO SCIENTIFIC GmbH

1. Scope of application1.1
The following Terms and Conditions are an essential part of every offer made by Campro Scientific GmbH. They shall apply to every contract signed by Campro Scientific GmbH and to all deliveries and services by Campro Scientific GmbH.1.2
Our Terms and Conditions shall only be applicable towards entrepreneurs, i.e. natural persons or legal entities of public law or companies with legal capacity, acting in the exercise of their commercial business, or towards legal entities of public law or special fund under public law.1.3
Each and any alteration of these Terms or deviation therefrom shall only be valid when executed in writing and signed by one of Campro Scientific GmbH’s managing directors or one of its authorised representatives.1.4
Any deviating provision within the Terms of the customer shall only take effect if confirmed in writing by one of Campro Scientific GmbH’s managing directors.1.5
Campro Scientific GmbH hereby expressly objects to any deviating provision within the General Terms of the customer.

2. Offers2.1
All offers made by Campro Scientific GmbH are subject to alteration.2.2
All prices are net prices and exclusive of all taxes and costs, particularly costs for use, inspections and tests.2.3
Campro Scientific GmbH shall be under no obligation to charge taxes or costs according to Paragraph 2.2 separately. All offers made by Campro Scientific GmbH are to be interpreted insofar that the customer is obliged to bear the above-mentioned costs, without requiring a special agreement.2.4
The contract with the customer shall come into effect on Campro Scientific GmbH’s written acceptance of the customer’s order. This written acceptance may thereby be equivalent to the delivery of the products as notified in the order.

3. Passing of risk3.1
Risk of loss shall pass onto the customer upon delivery of the goods to the person or company executing the shipment or as soon as the goods have left Campro Scientific GmbH’s premises in order to be delivered to the customer. Upon the customer’s request, Campro Scientific GmbH can arrange for transport insurance against risks as indicated by the customer. The additional costs fur such an insurance will be borne by the customer without exception.3.2
In the event where the customer causes delay in the acceptance or delivery of the products purchased from Campro Scientific GmbH or when the customer violates his duty to cooperate in this respect, Campro Scientific GmbH is entitled to demand compensation for the damage incurred
including all possible additional costs. The risk of accidental loss or accidental insurance of the goods shall pass onto the customer at such time at which he causes such a delay.
In cases of multiple delivery attempts to the customer (by an external transport service company) Campro Scientific GmbH is entitled to freely
redistribute the goods and/or deliver them to the customer within a reasonably extended time limit.3.3
The customer is obliged to accept the delivered goods with slight defects, irrespective of his warranty rights.3.4
Unless specified otherwise, each delivery is Ex Works. Place of fulfilment for all delivery obligations is Campro Scientific GmbH’s registered office.

4. Delivery terms4.1
Unless agreed otherwise, the decision as to the specific method of delivery of the product(s) lies solely with Campro Scientific GmbH, i.e. Campro Scientific GmbH is free to choose whether the goods are to be delivered via airfreight, rail, ship or truck.4.2
Unless agreed otherwise and in writing, delivery dates and/or delivery deadlines as specified by Campro Scientific GmbH are not binding, i.e. the customer is not entitled to withdraw from the contract in case of a (moderate) deviation from the delivery date.

5. Part deliveries
Campro Scientific GmbH is entitled to fulfil its duty to deliver the goods by means of partial delivery; unless the customer does not accept partial deliveries and has expressly excluded them in the contract.

6. Notices of defect6.1
The customer is obliged to report any defects immediately after receipt the goods, but no later than five days after the delivery date. In addition, the legal regulations in Paragraphs 377 and 378 of the German Commercial Code (Deutsches Handelsgesetzbuch) shall apply. When a defect is reported on time, Campro Scientific GmbH will inform the customer of the appropriate procedure to follow within a reasonable period of time.6.2
The defect is to be reported to Campro Scientific GmbH in writing, describing the defect in detail.

7. Defects
In case of defects of a product Campro Scientific GmbH is entitled, at its own discretion, to solve the issue either by disposing of the defect product or by delivering a replacement product. The costs for such a replacement delivery shall be borne by Campro Scientific GmbH, unless increased costs occur as a result of delivery of the goods to an address different from the delivery address as agreed upon at the time of the contract. Campro Scientific GmbH will not be liable for costs incurred for personnel and/or material resulting from such an event.

8. Pricing
The prices as offered at the time of conclusion of the contract shall apply. If the contract is valid over a longer period of time or if the part deliveries take a longer time period, the price list being valid by the time of delivery shall apply unless agreed upon otherwise in writing.

9. Payment9.1
Unless agreed otherwise, invoices shall be paid in advance. This shall also apply to invoices for partial deliveries, to which Campro Scientific GmbH is entitled to according to these Terms.9.2
When a customer does not fulfill his obligation to pay, the customer is obliged to bear default interest at a rate of 5 percent above of the base interest rate of the German Central Bank, with a minimum rate of 11 percent p.a.9.3
If Campro Scientific GmbH becomes aware of circumstances suggesting that the payment of the products is at risk, Campro Scientific GmbH is entitled to deliver the products against prepayment. This is particularly the case when the customer has already failed to pay due invoices.9.4
The customer is entitled to set-off payment claims of Campro Scientific GmbH only if his claim is undenied or has been determined by a court.

10. Termination of the contract10.1
When Campro Scientific GmbH’s suppliers fail to deliver on time or if delivery is incomplete and Campro Scientific GmbH, despite all reasonable efforts, is not able to deliver the goods or a replacement thereof, Campro Scientific GmbH is entitled to withdraw from the contract.10.2
When Campro Scientific GmbH fails to fulfil its contractual obligations for reasons not falling within its own responsibility, Campro Scientific GmbH is authorised to withdraw from the contract, even if these reasons are part of its own area of responsibility.
This shall particularly (but not exclusively) apply in case of: force majeure, floods or other environmental catastrophes, fire, explosions, legal exclusions, labour disputes, war, revolutions, civil unrest, epidemics, embargos, refusal to grant permission for import and export, delays of transport, official measures, power failures, a supplier’s delivery problems or other major disruptions, if not specifically agreed upon otherwise.10.3
All delivery obligations of Campro Scientific GmbH shall apply as long as its stocks last. Campro Scientific GmbH is therefore authorised to terminate the contract when its stocks are depleted.10.4
Claims for damages by the customer are excluded for each case of termination of the contract by Campro Scientific GmbH.

11. Non-performance/Cancellation of contract
In case of cancellation of the contract unilaterally by the customer or if the customer fails to fulfil his obligations arising from the contract or parts thereof, the customer is obliged to reimburse Campro Scientific GmbH for all costs arising thereof:

This applies in particular to costs that are a direct result of termination of the contract which are charged to Campro Scientific GmbH by its own suppliers and to all costs for the purchase of goods which cannot be returned by Campro Scientific GmbH, as well as any additional costs related to the performance and termination of the contract, i.e. lawyer fees, transport fees etc.

12. Delay
The customer shall only be authorised to terminate the contract if Campro Scientific GmbH is in default fulfilling its contractual obligations. Claims for damages are excluded.

13. Exclusion of liability13.1
In the event of material breach of the contract by Campro Scientific GmbH, Campro Scientific GmbH shall only be liable up to the amount of the foreseeable damage, except in cases of intent or gross negligence.13.2
The liability of Campro Scientific GmbH for any other intangible breach of contract is be excluded, except in cases of intent or gross negligence.

14. Warranty14.1
Campro Scientific GmbH warrants that its products correspond to the descriptions given in catalogues, technical data sheets or other product documentation. Campro Scientific GmbH, however, does not guarantee that the products delivered serve the purpose of the contract or the use requested by the customer.14.2
Claims for defects of the products are limited to repair or replacement of the product. Where repair or replacement fails, the customer is entitled to reduce the purchase price or withdraw from the contract. The costs for repair or replacement are borne by Campro Scientific GmbH. Further claims, especially claims for damages, are excluded.

15. Guaranteed characteristics15.1
Irrespective of the provisions in Paragraph 13 the product descriptions given in catalogues, certificates of analysis and other documentation provided by Campro Scientific GmbH solely serve as detailed description and specification of the products sold. The above-mentioned product descriptions are not meant to be understood as guaranteed characteristics according to Paragraph 463 of the German Civil Code (BGB). A guarantee according to law requires prior written confirmation by Campro Scientific GmbH’s managing director, expressly describing the warranty of a certain characteristic of the product.15.2
Campro Scientific GmbH’s products are intended for laboratory and research purposes only and, unless specified otherwise,may not be used for any other purposes, specifically in living organisms and animals or for cosmetics or any other commercial purpose.

16. General and technical advice
Upon the customer’s request, Campro Scientific GmbH can provide general and technical advice for certain applications at its best knowledge and within its capabilities. This advice is provided on a voluntary basis only. Campro Scientific GmbH cannot be held liable for any matters or events resulting from this advice.

17. Handling and use17.1
Campro Scientific GmbH does not check products for their safety and effectiveness in food, pharmaceutical products, medical devices and cosmetics nor for commercial use or any other purposes, unless expressly stated otherwise in the documentation delivered by
Campro Scientific GmbH.
The customer confirms to use and/or sell the products purchased from Campro Scientific GmbH and/or the goods produced with Campro Scientific GmbH’s materials properly and/or to oblige his clients to test, use and/or sell the products purchased from Campro Scientific GmbH and/or the goods produced with Campro Scientific GmbH’s materials properly.
It is the customer’s task to to check possible risks and dangers and, where necessary, to carry out all further research in order to inform themselves about the risks that could arise from the use of the products purchased from Campro Scientific GmbH and/or to oblige his clients to check possible risks and dangers and, where necessary, carry out all further research in order to inform themselves about the risks that could arise from the use of the products purchased from Campro Scientific GmbH.
The customer is also obliged to warn his personnel and, where applicable, his contractors about the potential risks and dangers arising in connection with the storage, use and handling of the products.17.2
Campro Scientific GmbH’s products may fall under the restrictions of the German Chemikalien-Verbotsverordnung, the international REACH regulation (registration, evaluation, authorisation and restriction of chemicals) or any other applicable regulations.
It is the customer’s responsibility to observe these regulations when stocking, handling and using the substances purchased from Campro Scientific GmbH.17.3
When reselling products purchased from Campro Scientific GmbH, the customer shall take all necessary measures to inform his clients about the appropriate use of Campro Scientific GmbH’s products, in particular the products that are intended for laboratory research only.17.4
The customer shall take all appropriate measures to instruct his contractors to check the identity and quality of the products when the products are to be repacked, relabelled or used for producing other materials or components (in particular if the intended use is for human, veterinary or diagnostic purposes).17.5
Accompanying documentation, i.e. declarations or licenses to be provided by the end customer, which is legally required or requested by Campro Scientific GmbH, is to be retained by the customer and made available to Campro Scientific GmbH on demand.
The customer is obliged to contact Campro Scientific GmbH immediately if more information is necessary about the safe storage, handling and use or transport of the products.

18. Retention of title18.1
Campro Scientific GmbH reserves title to all goods delivered until receipt of full payment.18.2
As long as Campro Scientific GmbH’s right of retention is valid the customer shall not be entitled to use, pledge or assign the sold product to other parties.18.3
In case of processing or alteration of the products the parties agree that Campro Scientific GmbH is considered as manufacturer and thus as the owner of the products resulting thereof.18.4
The customer shall assign all rights arising from reselling the reserved goods, be this authorised or unauthorised, to Campo Scientific GmbH in total; Campro Scientific GmbH expressly accepts such assignment. The customer is entitled to accept the assigned claim on his own behalf and for the account of Campro Scientific GmbH.18.5
Where a third party has access to products being subject to retention of ownership, particularly in case of enforcement proceedings against the customer, the customer is obliged to inform the third party that the products are owned by Campro Scientific GmbH, and to inform Campro Scientific GmbH immediately. The customer is obliged to provide all necessary documentation thereto without delay. All costs incurred for the above are borne by the customer.

19. Property rights and rights of use19.1
Campro Scientific GmbH does not assume any guarantee that the use or sale of the goods does not violate any national or international property rights or rights of use. It is the customer’s obligation to ensure that no rights of third parties are violated by using or reselling the products. All claims for compensation against Campro Scientific GmbH in this respect are excluded.19.2
The customer shall exempt Campro Scientific GmbH from all claims for compensation of third parties arising out of the violation of property rights and rights of use caused by his own actions.

20. Confidentiality obligation
The customer commits himself, on his own behalf and on behalf of his employees and his (legal) representatives to keep all confidential information made available to the customer by Campro Scientific GmbH, and not to reveal such information to third parties. Confidential information includes, without any restriction, information about the business, finance, offered products, product development, marketing and/or sales plans, contracts, these General Terms of Sales and Delivery, business or operational know-how and any other information considered confidential by Campro Scientific GmbH.

21. Information obligation
The customer is obliged to inform Campro Scientific GmbH immediately if he becomes aware of accidents or incidents involving Campro Scientific GmbH’s products which lead to personal injuries or material damage. The customer is obliged to fully cooperate with Campro Scientific GmbH in order to resolve the cause of such accidents. The customer shall make available to Campro Scientific GmbH all declarations, reports and tests made by the customer or made available to him by third parties. The delivery of this information to Campro Scientific GmbH and the examination of the incidents by Campro Scientific GmbH shall, however, not cause any liability of Campro Scientific GmbH for these accidents or incidents.

22. Place of performance, choice of law
All legal disputes arising out of contracts, deliveries and services of Campro Scientific GmbH shall be subject to the law of the German Federal Republic. Place of performance for all legal disputes is Berlin.